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EXHIBIT 10.30
AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Amendment to Loan and Security Agreement is entered into as of
August 3, 1998 by and between Silicon Valley Bank ("Bank") and Spatial
Technology Inc. ("Borrower").
RECITALS
Borrower and Bank are parties to an Amended and Restated Loan and
Security Agreement dated as of August 15, 1995, as amended from time to time
(the "Agreement"). The parties desire to amend the Agreement in accordance with
the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. The following definitions contained in Section 1.1 are
amended to read as follows:
"Committed Line" means One Million Five Hundred Thousand
Dollars ($1,500,000).
"Revolving Maturity Date" means August 2, 1999.
2. Section 2.3(a) is amended to read as follows:
(a) Interest Rate. Except as set forth in
Section 2.3(b), any Advances shall bear interest, on the
average Daily Balance, at a rate equal to the Prime Rate.
3. Section 6.3 is amended to read as follows:
6.3 Financial Statements, Reports, Certificates. Borrower
shall deliver to Bank: (a) as soon as available, but in any event
within forty-five (45) days after the end of each fiscal quarter, a
company prepared balance sheet and income statement covering
Borrower's consolidated operations during such period, certified by
a Responsible Officer; (b) as soon as available, but in any event
within ninety (90) days after the end of Borrower's fiscal year,
audited consolidated financial statements of Borrower prepared in
accordance with GAAP, consistently applied, together with an
unqualified opinion on such financial statements of an independent
certified public accounting firm reasonably acceptable to Bank; (c)
within five (5) days upon becoming available, copies of all
statements, reports and notices sent or made available generally by
Borrower to its security holders or to any holders of Subordinated
Debt and all reports on Form 10-K and 10-Q filed with the Securities
and Exchange Commission; (d) promptly upon receipt of notice
thereof, a report of any legal actions pending or threatened against
Borrower or any Subsidiary that could result in damages or costs to
Borrower or any Subsidiary of One Hundred Thousand Dollars
($100,000) or more; (e) prompt notice of any material change in the
composition of the Intellectual Property Collateral, including, but
not limited to, any subsequent ownership right of the Borrower in or
to any Copyright, Patent or Trademark not specified in any
intellectual property security agreement between Borrower and Bank
or knowledge of an event that materially adversely effects the value
of the Intellectual Property Collateral; and (f) such budgets, sales
projections, operating plans or other financial information as Bank
may reasonably request from time to time.
Borrower shall deliver to Bank with the quarterly financial
statements a Compliance Certificate signed by a Responsible Officer
in substantially the form of Exhibit D hereto.
4. Sections 6.9 and 6.10 are amended to read as follows:
6.9 Tangible Net Worth. Borrower shall maintain, as of the
last day of each fiscal quarter, a Tangible Net Worth of not less
than Four Million Five Hundred Thousand Dollars ($4,500,000).
6.10 Profitability. Borrower must have a net profit of
at least One Dollar ($1.00) as of the last day of the fiscal year,
provided however, that beginning with the fiscal quarter ended
June 30, 1998, Borrower may not suffer a cumulative
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net loss in the aggregate amount of Five Hundred Thousand Dollars
($500,000) or more for the four (4) consecutive fiscal quarters
through June 30, 1999.
5. Section 6.12 is deleted in its entirety.
6. Unless otherwise defined, all capitalized terms in this
Amendment shall be as defined in the Agreement. Except as amended, the Agreement
remains in full force and effect.
7. Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the date of
this Amendment (except such representations and warranties to be expressly true
as of a specific date), and that no Event of Default has occurred and is
continuing.
8. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one instrument.
9. As a condition to the effectiveness of this Amendment, Borrower
shall pay Bank a fee of Four Thousand Dollars ($4,000) plus all Bank Expenses
incurred in connection with the preparation of this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of the first date above written.
SPATIAL TECHNOLOGY INC.
By: /s/ R. XXXXX XXXXXX
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Title: President & Chief Operating Officer
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SILICON VALLEY BANK
By: /s/ XXXXX XXXXXXX
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Title: Assistant Vice President
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